Enki Apothecary Affiliate Program Agreement
Updated: February 1, 2024
Definitions
In this agreement the terms have the following meanings:
"We", "us", “our”, and “Enki Apothecary” means Enki Organics Pty Ltd
“You” and “Affiliate” means the party, other than Enki Apothecary, entering into this Agreement and participating in the Affiliate Program.
“Affiliate Program” means our Affiliate Program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Code” means the discount code we assign to you through the Affiliate Tool
“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program
"Agreement" means this Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means the percentage of income you generate from sales attributed to your Affiliate Link or Affiliate Code
“Customer” means someone who has purchased products or services from Enki Apothecary , either through an Affiliate lead or not.
"Customer Data" means all information that a customer provides to Enki when purchasing product or engaging on social media.
Agreement
This is a contract between you (the “Affiliate”) and us (“Enki Organics Pty Ltd” and their subsidiaries).
The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”).
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of another program. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
Enrollment
By participating in the Program, Affiliate agrees to use the Program in the manner specified in, and are bound by these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an Affiliate or participate in the Program in any manner.
Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Australia and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Australia in respect of any matter or dispute arising under or in connection herewith.
Confidentiality
Confidential Information includes, but is not limited to, proprietary business information, trade secrets, recipes, financial data, customer lists, suppliers list and any other information designated as confidential by the Disclosing Party.
Affiliates agree; to keep confidential any non-public information provided by us during the term of this agreement; to keep all Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party; to use the Confidential Information solely for the purpose of promoting Enki Apothecary or Enki Products; not to start a business in a similar field, designed to be in competition with Enki, using Enki’s trade secrets or recipes.
Both Parties shall take reasonable steps to prevent disclosure of Confidential Information of the other Party other than to those of its employees or agents who require access to such Confidential Information solely to perform such Party's obligations hereunder and who have each agreed to comply with this provision. Such obligation shall continue despite the termination of this Agreement.
Either Party may disclose Confidential Information without the consent of the other Party to the extent such disclosure is required by law.
Both Parties may publicise the relationship, subject to the other Party's approval of any publicity materials, such approval not to be unreasonably withheld or delayed.
Commission Structure
Affiliates will earn a 20% commission on qualifying sales referred by their unique affiliate link or unique discount code. Commission is calculated on order value, which means it does not include sales taxes, such as GST or shipping costs.
Payment
In order to receive a commission, you need to specify your payment details on the Payment tab in the Marketing Tool.
Payments will only be sent for transactions that have been successfully completed. Payments will be made after 90 days of customer purchase (to allow for customer refunds or issues). Transactions that result in refunds will not be paid out.
Use of the Affiliate Program is subject to a fair use policy which gives Enki Apothecary the right to review each and every referral order.
Status of commission is displayed in the Commission tab.
Marketing and Promotion
Affiliates are permitted to use any content or marketing materials provided by Enki Apothecary, or to create their own content for the purposes of promoting Enki Apothecary or Enki Products. Affiliates promotional content should adhere to the Enki Brand Guidelines and applicable laws of the state and country that they live in.
Enki Apothecary will continue with marketing and promotion efforts, including marketing offers and discounts from time to time to potential & existing customers that may compete with the Affiliates promotions.
Data & Tracking
Enki Apothecary uses cookies to track people who have clicked on your Affiliate link. In the case that someone does not allow cookies or clears cookies (and does not use the Affiliates discount code / or uses an incorrect code) and we cannot attribute the purchase to your Affiliate link then we will not pay earnings on that person's activity.
Term & Termination
This Agreement commences on the Effective Date and shall remain in force until terminated in accordance with its provisions.
Either Party may terminate this Agreement at any time on written notice to the other Party.
Compliance
Affiliates must comply with all applicable laws and regulations, including but not limited to GDPR and FDA/TGA guidelines.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Enki Apothecary with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program; (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Enki’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.
Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Limitation of Liability
We will not be liable for any indirect, special, or consequential damages arising out of or in connection with this agreement.
Force Majeure
Neither Party shall be liable for, or be considered in breach of this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such Party's reasonable control, including but not limited to acts of God, acts of government, strikes or war, and which such Party is unable to overcome by the exercise of reasonable diligence.
